exhibit10_14.htm


    Exhibit
10.14

    


    Award
Number:                                                                           

    Grantee
Name:                                                                           

    


    KINETIC
CONCEPTS, INC.

    2008
OMNIBUS STOCK INCENTIVE PLAN

    INTERNATIONAL
RESTRICTED STOCK UNIT AWARD AGREEMENT

    


    THIS
RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made and
entered into as of _______________, 200__ (the “Date of Grant”), by and between
Kinetic Concepts, Inc., a Texas corporation (the “Company”), and
[_________________________] (the “Grantee”).  Capitalized terms not
defined herein shall have the meaning ascribed to them in the Company’s 2008
Omnibus Stock Incentive Plan (the “Plan”).  Where the context permits,
references to the Company or any of its Subsidiaries or Affiliates shall include
the successors to the foregoing.

     

    Pursuant
to the Plan, the Administrator has determined that the Grantee is to be granted
Restricted Stock Units, subject to the terms and conditions set forth in the
Plan and herein (including Appendices A and B), and hereby grants such
Restricted Stock Units.  Each Restricted Stock Unit represents a
hypothetical share of Stock and will, at all times the Award Agreement is in
effect, be equal in value to one share of Stock.

     

    1. Grant of Restricted Stock
Units.  The Company hereby grants to the Grantee [_______]
Restricted Stock Units (the "Award") on the terms and conditions set forth in
the Award Agreement and as otherwise provided in the Plan.

     

    2. Terms and Conditions of
Award.  The Award shall be subject to the following terms,
conditions and restrictions:

     

    
      	
              (a)  

            	
              Vesting.  The
      Restricted Stock Units shall vest at such time or times, and/or upon the
      occurrence of such events as are set forth in Appendix A
      hereto.  Unless otherwise provided on Appendix A, if any
      Restricted Stock Units do not vest at such time or times and/or upon
      occurrence of the events specified in Appendix A, then the Grantee shall
      immediately forfeit any rights to those Restricted Stock Units and the
      Grantee shall have no further rights thereto and such Restricted Stock
      Units shall immediately terminate.

               

            


    

    
      	
              (b)  

            	
              Nontransferability.  Restricted
      Stock Units and any interest therein may not be sold, transferred,
      pledged, hypothecated, assigned or otherwise encumbered or disposed of,
      except by will or the laws of descent and distribution, to the extent
      applicable.  Any attempt to dispose of any Restricted Stock
      Units in contravention of any such restrictions shall be null and void and
      without effect.

               

            


    

    
      	
              (c)  

            	
              Rights as a
      Shareholder.  Restricted Stock Units represent only
      hypothetical shares; therefore, the Grantee is not entitled to any of the
      rights or benefits generally accorded to stockholders with respect
      thereto, except upon vesting, to the extent provided in Paragraph
      2(d).

               

            


    

    
      	
              (d)  

            	
              Benefit Upon
      Vesting.  Upon the vesting of a Restricted Stock Unit,
      the Grantee shall be entitled to receive, within 30 days of the date on
      which such Restricted Stock Unit vests, an amount in cash, shares of Stock
      or a combination of the foregoing, as determined by the Administrator in
      its sole discretion equal, per Restricted Stock Unit, to the sum of (1)
      the Fair Market Value of a share of Stock on the date on which such
      Restricted Stock Unit vests and (2) the aggregate amount of cash dividends
      paid with respect to a share of Stock during the period commencing on the
      Date of Grant and terminating on the date on which such unit
      vests.  If the Restricted Stock Unit is to be settled in shares
      of Stock, the Company may either (i) issue to the Grantee or the Grantee's
      personal representative a stock certificate or (ii) deposit shares of
      Stock with an online broker or other service provider contracted by the
      Company for such purpose.

               

            


    

    
      	
              (e)  

            	
              Effect
      of Termination of Employment or Service; or Change in
Control.

               

            


    

    
      	
              (i)  

            	
              If
      the Grantee’s employment with or service to the Parent, the Company or any
      of its Affiliates terminates for any reason, other than by reason of
      Grantee’s death or Disability, the Grantee shall immediately forfeit any
      rights to the Restricted Stock Units that have not vested as of the date
      of termination, if any, the Grantee shall have no further rights thereto
      and such Restricted Stock Units shall immediately terminate.

               

            


    

    
      	
              (ii)  

            	
              If
      the Grantee’s employment with or service to the Parent, the Company or any
      of its Affiliates terminates by reason of Grantee’s death or Disability,
      with respect to Restricted Stock Units that vest based on the passage on
      time, all outstanding unvested Restricted Stock Units shall immediately
      vest and, with respect to Restricted Stock Units that vest based on the
      attainment of specified performance conditions, all outstanding unvested
      Restricted Stock Units shall immediately vest as if the target performance
      goals were met.

               

            


    

    
      	
              (iii)  

            	
              If
      the Grantee’s employment with or service to the Parent, the Company or any
      of its Affiliates is terminated by the Company other than for Cause within
      24 months following a Change in Control, with respect to Restricted
      Stock Units that vest based on the passage on time, all outstanding
      unvested Restricted Stock Units shall immediately vest and, with respect
      to Restricted Stock Units that vest based on the attainment of specified
      performance conditions, all outstanding unvested Restricted Stock Units
      shall immediately vest as if the target performance goals were
      met.

               

            


    

    
      	
              (f)  

            	
              Taxes in Connection With the
      Grant or Vesting of the Award.  Regardless of any action
      the Company or Grantee’s employer (“Employer”) takes with respect to any
      or all income tax, social insurance, payroll tax, payment on account or
      other tax-related withholding (“Tax-Related Items”), Grantee acknowledges
      that the ultimate liability for all Tax-Related Items legally due by
      Grantee is and remains Grantee’s responsibility and that the Company
      and/or the Employer (1) make no representations or undertakings
      regarding the treatment of any Tax-Related Items in connection with any
      aspect of the Restricted Stock Units, including, but not limited to, the
      grant, vesting or settlement of the Restricted Stock Units, the issuance
      of Stock upon settlement of the Restricted Stock Units, the subsequent
      sale of Stock acquired pursuant to such issuance and the receipt of any
      dividends; and (2) do not commit to structure the terms of the grant
      or any aspect of the Restricted Stock Units to reduce or eliminate
      Grantee’s liability for Tax-Related Items.

               

            


    

    Prior to
the relevant taxable event, Grantee shall pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax-Related
Items.  In this regard, Grantee authorizes the Company and/or the
Employer, at their discretion, to satisfy the obligations with regard to all
Tax-Related Items legally payable by Grantee by one or a combination of the
following: 

     

    
      	
              (i)  

            	
              withholding
      from Grantee’s wages or other cash compensation paid to Grantee by the
      Company and/or the Employer; or

               

            


    

    
      	
              (ii)  

            	
              withholding
      from proceeds of the sale of Stock acquired upon vesting/settlement of the
      Restricted Stock Unit; or

               

            


    

    
      	
              (iii)  

            	
              arranging
      for the sale of Stock issued upon vesting/settlement of the Restricted
      Stock Units (on Grantee’s behalf and at Grantee’s direction pursuant to
      this authorization); or

               

            


    

    
      	
              (iv)  

            	
              withholding
      in shares of Stock issued upon vesting/settlement of the Restricted Stock
      Units, provided that the Company only withholds the amount of Stock
      necessary to satisfy the minimum statutory withholding amount or such
      other amount as may be necessary to avoid adverse accounting
      treatment.

               

            


    

    If the
obligation for Tax-Related Items is satisfied by withholding in Stock, Grantee
is deemed to have been issued the full number of shares of Stock subject to the
vested Restricted Stock Units, notwithstanding that a number of the shares of
Stock are held back solely for the purpose of paying the Tax-Related Items due
as a result of any aspect of the Restricted Stock Units.

     

    Finally,
Grantee shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold as a result of
Grantee’s participation in the Plan that cannot be satisfied by the means
previously described.  The Company may refuse to deliver the Stock if
Grantee fails to comply with Grantee’s obligations in connection with the
Tax-Related Items as described in this section.

     

    3. Adjustments.  The
Award and all rights and obligations under the Award Agreement are subject to
Section 3 of the Plan.

     

    4. Notice.  Whenever
any notice is required or permitted hereunder, such notice shall be in writing
and shall be given by personal delivery, facsimile, first class mail, certified
or registered with return receipt requested.  Any notice required or
permitted to be delivered hereunder shall be deemed to have been duly given on
the date that it is personally delivered or, whether actually received or not,
on the fifth business day after depositing in the post or 24 hours after
transmission by facsimile to the respective parties named below.

     

    
      	
               
      

            	
              If
      to the Company:

            


    

    
      	 	
              Kinetic
      Concepts, Inc.

              Attn.:  Chief
      Financial Officer

              8023
      Vantage Drive

              San
      Antonio, TX  78230

            
	 	
              U.S.A.

              Phone:
      1- (210) 255-6494

              Fax:
      1- (210) 255-6997

            


    

    


    
      	
               
      

            	
              If
      to the Grantee:

            


    

    
      	 	
              [Name
      of
      Grantee]  ________________________________________

            
	 	
              [Address]  ________________________________________________

            
	 	
              Facsimile:
      ________________________________________________

            


    

    


    Either
party may change such party’s address for notices by duly giving notice pursuant
hereto.

     

    5. Compliance with
Laws.

     

    (a) Stock (to
the extent payable hereunder) shall not be issued pursuant to the Award granted
hereunder unless the issuance and delivery of such Stock pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the
U.S. Securities Act of 1933, as amended, the U.S. Exchange Act and the
requirements of any stock exchange upon which the Stock may then be listed, and
any applicable local laws, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.  The Company
shall be under no obligation to effect the registration pursuant to the U.S.
Securities Act of 1933, as amended, of any interests in the Plan or any Stock to
be issued hereunder or to effect similar compliance under any state
laws.

     

    (b) All
certificates for Stock delivered under the Plan (to the extent applicable) shall
be subject to such stock-transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations, and other
requirements of the U.S. Securities and Exchange Commission, any stock exchange
upon which the Stock may then be listed, and any applicable federal, state or
local securities law, and the Administrator may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions.  The Administrator may require, as a condition of the
issuance and delivery of certificates evidencing shares of Stock pursuant to the
terms hereof, that the recipient of such Stock make such agreements and
representations as the Administrator, in its sole discretion, deems necessary or
desirable.

     

    6. Protections Against
Violations of Agreement.  No purported sale, assignment,
mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust
(voting or other) or other disposition of, or creation of a security interest in
or lien on, any of the Stock underlying the Award by any holder thereof in
violation of the provisions of the Award Agreement, the Plan or the Articles of
Incorporation or the Bylaws of the Company, will be valid, and the Company will
not transfer any such Stock on its books nor will any such Stock be entitled to
vote, nor will any dividends be paid thereon, unless and until there has been
full compliance with such provisions to the satisfaction of the
Company.  The foregoing restrictions are in addition to and not in
lieu of any other remedies, legal or equitable, available to enforce said
provisions.

     

    7. Nature of
Award.

     

    
      	
              (a)  

            	
              The
      Plan is established voluntarily by the Company, it is discretionary in
      nature and it may be modified, amended, suspended or terminated by the
      Company at any time, unless otherwise provided in the Plan and this Award
      Agreement;

               

            


    

    
      	
              (b)  

            	
              The
      grant of the Award is voluntary and occasional and does not create any
      contractual or other right to receive future grants of Restricted Stock
      Units, or benefits in lieu of Restricted Stock Units, even if Restricted
      Stock Units have been granted repeatedly in the past;

               

            


    

    
      	
              (c)  

            	
              All
      decisions with respect to future grants of Restricted Stock Units, if any,
      will be at the sole discretion of the Company;

               

            


    

    
      	
              (d)  

            	
              Participation
      in the Plan is voluntary;

               

            


    

    
      	
              (e)  

            	
              The
      Award is an extraordinary item that does not constitute compensation of
      any kind for services of any kind rendered to the Company or the
      Subsidiary (or Affiliate), and which is outside the scope of the Grantee’s
      employment contract, if any;

               

            


    

    
      	
              (f)  

            	
              The
      Award is not a part of normal or expected compensation or salary for any
      purposes, including, but not limited to, calculating any severance,
      resignation, termination, redundancy, end of service payments, bonuses,
      long-service awards, pension or retirement benefits or similar
      payments;

               

            


    

    
      	
              (g)  

            	
              Neither
      the Award nor any provision of this Award Agreement, the Plan or the
      policies adopted pursuant to the Plan confer upon the Grantee any right
      with respect to employment or continuation of current employment, and in
      the event that the Grantee is not an employee of the Company and the
      Subsidiary (or Affiliate), the Award shall not be interpreted to form an
      employment contract or relationship with the Company and the Subsidiary
      (or Affiliate);

               

            


    

    
      	
              (h)  

            	
              The
      future value of the underlying Stock is unknown and cannot be predicted
      with certainty;

               

            


    

    
      	
              (i)  

            	
              If
      the Grantee receives Stock, the value of such Stock acquired on vesting of
      the Award may increase or decrease in value;

               

            


    

    
      	
              (j)  

            	
              In
      consideration of the grant of the Award, no claim or entitlement to
      compensation or damages shall arise from termination of the Award or
      diminution in value of the Award resulting from termination of the
      Grantee’s active employment by the Company or the Subsidiary (or
      Affiliate) (for any reason whatsoever and whether or not in breach of
      local labor laws) and the Grantee shall release the Company and the
      Subsidiary (or Affiliate) from any such claim that may arise; if,
      notwithstanding the foregoing, any such claim is found by a court of
      competent jurisdiction to have arisen, then, by signing this Award
      Agreement, the Grantee shall be deemed irrevocably to have waived the
      Grantee’s entitlement to pursue such claim;

               

            


    

    
      	
              (k)  

            	
              Notwithstanding
      any terms or conditions of the Plan to the contrary, in the event of
      involuntary termination of the Grantee’s employment (whether or not in
      breach of local labor laws), the Grantee’s right to receive the Award and
      vest in Restricted Stock Units under the Plan, if any, will terminate
      effective as of the date that the Grantee is no longer actively employed
      and will not be extended by any notice period mandated under local law
      (e.g., active
      employment would not include a period of “garden leave” or similar period
      pursuant to local law); furthermore, in the event of involuntary
      termination of employment (whether or not in breach of local labor laws),
      the Grantee’s right to vest in Restricted Stock Units after termination of
      employment, if any, will be measured by the date of termination of the
      Grantee’s active employment and will not be extended by any notice period
      mandated under local law;

               

            


    

    
      	
              (l)  

            	
              The
      Company or the Subsidiary (or Affiliate) are not providing any tax, legal
      or financial advice, nor are the Company or the Subsidiary (or Affiliate)
      making any recommendations regarding the Grantee’s participation in the
      Plan, or the Grantee’s acquisition or sale of the underlying Stock;
      and

               

            


    

    
      	
              (m)  

            	
              The
      Grantee is hereby advised to consult with his/her own personal tax, legal
      and financial advisors regarding the Grantee’s participation in the Plan
      before taking any action related to the Plan.

               

            


    

    8. Data
Privacy:  The Grantee explicitly and unambiguously consents to
the collection, use and transfer, in electronic or other form, of the Grantee’s
personal data as described in this document by and among, as applicable, the
Company and the Subsidiaries and Affiliates for the exclusive purpose of
implementing, administering and managing the Grantee’s participation in the
Plan.

     

    The
Grantee hereby understands that the Company and the Subsidiaries (or Affiliates)
hold certain personal information about the Grantee, including, but not limited
to, the Grantee’s name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company, details of all options
or any other entitlement to shares of Stock awarded, canceled, exercised,
vested, unvested or outstanding in the Grantee’s favor, for the purpose of
implementing, administering and managing the Plan (“Data”).  The
Grantee hereby understands that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that
these recipients may be located in the Grantee’s country or elsewhere, and that
the recipient’s country may have different data privacy laws and protections
than the Grantee’s country.  The Grantee hereby understands that the
Grantee may request a list with the names and addresses of any potential
recipients of the Data by contacting the Grantee’s local human resources
representative.  The Grantee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Grantee’s participation
in the Plan, including any requisite transfer of such Data as may be required to
a broker or other third party with whom the Grantee may elect to deposit any
Stock acquired upon vesting of the Award.  The Grantee hereby
understands that Data will be held only as long as is necessary to implement,
administer and manage the Grantee’s participation in the Plan.  The
Grantee hereby understands that the Grantee may, at any time, view Data, request
additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing the Grantee’s local human resources
representative.  The Grantee hereby understands, however, that
refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability
to participate in the Plan.  For more information on the consequences
of the Grantee’s refusal to consent or withdrawal of consent, the Grantee hereby
understands that the Grantee may contact the appropriate human resources
representative responsible for Grantee’s country at the local or regional
level.

     

    9. Failure to Enforce Not a
Waiver.  The failure of the Company to enforce at any time any
provision of the Award Agreement shall in no way be construed to be a waiver of
such provision or of any other provision hereof.

     

    10. Governing
Law.  The Award Agreement shall be governed by and construed
according to the laws of the State of Texas without regard to its principles of
conflict of laws.  For purposes of litigating any dispute that arises
under this Award or Award Agreement, the parties hereby submit to and consent to
the jurisdiction of the State of Texas, agree that such litigation shall be
conducted in the courts of San Antonio, Texas, or the federal courts for the
United States for the Western District of Texas, and no other courts, where this
Award grant is made and/or performed.

     

    11. Incorporation of the
Plan.  The Plan, as it exists on the date of the Award
Agreement and as amended from time to time, is hereby incorporated by reference
and made a part hereof, and the Award and the Award Agreement shall be subject
to all terms and conditions of the Plan.  In the event of any conflict
between the provisions of the Award Agreement and the provisions of the Plan,
the terms of the Plan shall control, except as expressly stated
otherwise.  The term “Section” generally refers to provisions within
the Plan (except where denoted otherwise); provided, however, the term
“Paragraph” shall refer to a provision of the Award Agreement.

     

    12. Amendments.  The
Award Agreement may be amended or modified at any time, but only by an
instrument in writing signed by each of the parties hereto.

     

    13. Agreement Not a Contract of
Employment.  Neither the Plan, the granting of the Award, the
Award Agreement nor any other action taken pursuant to the Plan shall constitute
or be evidence of any agreement or understanding, express or implied, that the
Grantee has a right to continue to be employed by, or to provide services as a
director, consultant or advisor to, the Company, any Subsidiary or Affiliate
thereof for any period of time or at any specific rate of
compensation.

     

    14. Authority of the
Administrator.  The Administrator shall have full authority to
interpret and construe the terms of the Plan and the Award
Agreement.  The Administrator shall have the exclusive discretion to
determine when the Grantee is no longer actively employed for purposes of the
Award.  The determination of the Administrator as to any such matter
of interpretation or construction shall be final, binding and
conclusive.

     

    15. Binding
Effect.  The Award Agreement shall apply to and bind the
Grantee and the Company and their respective permitted assignees or transferees,
heirs, legatees, executors, administrators and legal successors.

     

    16. Tax
Representation.  The Grantee has reviewed with his or her own
tax advisors the federal, state, local and worldwide tax consequences of the
transactions contemplated by the Award Agreement.  The Grantee is
relying solely on such advisors and not on any statement or representations of
the Company or any of its agents.  The Grantee understands that he or
she (and not the Company) shall be responsible for any tax liability that may
arise as a result of the transactions contemplated by the Award
Agreement.

     

    17. Language.  If
the Grantee has received this or any other document related to the Plan
translated into a language other than English and if the translated version is
different than the English version, the English version will
control.

     

    18. Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to the Award granted under and participation in
the Plan or future awards that may be granted under the Plan by electronic means
or to request the Grantee’s consent to participate in the Plan by electronic
means.  The Grantee hereby consents to receive such documents by
electronic delivery and, if requested, to agree to participate in the Plan
through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.

     

    19. Acceptance.  The
Grantee hereby acknowledges receipt of a copy of the Plan and the Award
Agreement.  Grantee has read and understands the terms and provisions
thereof, and accepts the Award subject to all the terms and conditions of the
Plan and the Award Agreement.

     

    20. Severability.  The
provisions of this Award Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and
enforceable.

     

    21. Appendix.  Notwithstanding
any provision in this Award Agreement or the Plan to the contrary, the Award
shall be subject to the special terms and provisions set forth in the Appendix B
to this Award Agreement for the Grantee’s country of residence, if
any.

     

    [SIGNATURE
PAGE FOLLOWS]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IN
WITNESS WHEREOF, the parties hereto have executed and delivered the Award
Agreement on the day and year first above written.

     

     

    KINETIC
CONCEPTS, INC.

    


    
      	 	
              By:  _________________________________________

            
	 	
              Name:
      _______________________________________

            
	 	
              Title:
      ________________________________________

            


    

    


    


    GRANTEE

    


    
      	 	
              Signature:  ____________________________________

            
	 	
              Name:  _______________________________________

            
	 	
              Address:  _____________________________________

            
	 	
              ______________________________________

            
	 	
              Telephone
      No.:  ________________________________

            
	 	
              Identification
      No.:  ______________________________

            
	 	 
      


    

    


    


    


    
      	
               

              DATE OF
      GRANT

               

            	
               

              NUMBER
      OF

              RESTRICTED STOCK
      UNITS

            
	 
      	 
      


    

    


    SEE
APPENDIX A FOR VESTING SCHEDULE.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
B

    


    KINETIC
CONCEPTS, INC.

    2008
OMNIBUS STOCK INCENTIVE PLAN

    INTERNATIONAL
RESTRICTED STOCK UNIT AWARD AGREEMENT

    


    


    This
Appendix B includes additional terms and conditions that govern the Restricted
Stock Units granted to Grantee under the Kinetic Concepts, Inc. 2008 Omnibus
Stock Incentive Plan (the “Plan”) if Grantee resides in one of the countries
listed below.  This Appendix B forms part of the Award
Agreement.  Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Award Agreement and the Plan.

    


    This
Appendix B also includes information based on the securities, exchange control
and other laws in effect in Grantee’s country as of May 2008.  Such
laws are often complex and change frequently.  As a result, the
Company strongly recommends that Grantee not rely on the information noted
herein as the only source of information relating to the consequences of
Grantee’s participation in the Plan because the information may be out of date
at the time Grantee vests in the Restricted Stock Units or sells Stock acquired
under the Plan.

    


    In
addition, the information is general in nature.  The Company is not
providing Grantee with any tax advice with respect to Grantee’s Restricted Stock
Units.  The information provided below may not apply to Grantee’s
particular situation, and the Company is not in a position to assure Grantee of
any particular result. Accordingly, Grantee is strongly
advised to seek appropriate professional advice as to how the tax or other laws
in Grantee’s country apply to Grantee’s situation.  Grantee
must consult Grantee’s personal tax or legal advisors for the most current
information.

    


    If
Grantee is a citizen or resident of a country other than the one Grantee is
working in, the information contained in this Appendix B may not be applicable
to Grantee.

    


    


    AUSTRALIA

    Restricted
Stock Units Settled in Stock

     

    Grantee
understands and agrees that by accepting this Award, the benefit Grantee
receives upon the vesting of the Restricted Stock Units will be settled in Stock
only, and not in cash, notwithstanding the terms of Paragraph 2(d) of the Award
Agreement.

     

    


    AUSTRIA

    Consumer
Protection Notice

     

    Grantee
may be entitled to revoke acceptance of the Award Agreement on the basis of the
Austrian Consumer Protection Act (the “Act”) under the conditions listed below,
if the Act is considered to be applicable to the Award Agreement and the
Plan:

     

    (i) If the Grantee accepts the
Restricted Stock Units outside the business premises of the Company, Grantee may
be entitled to revoke Grantee’s acceptance of the Award Agreement, provided the
revocation is made with one (1) week after such acceptance of the Award
Agreement.

     

    (ii) The revocation must be in written
form to be valid.  It is sufficient if Grantee returns the Award
Agreement to the Company or the Company’s representative with language which can
be understood as a refusal to conclude or honor the Award Agreement, provided
the revocation is sent within the period discussed above.

     

     

    CANADA

    Restricted
Stock Units Settled in Stock

     

    Grantee
understands and agrees that by accepting this Award, the benefit Grantee
receives upon the vesting of the Restricted Stock Units will be settled in Stock
only, and not in cash, notwithstanding the terms of Paragraph 2(d) of the Award
Agreement.

     

    Language
Consent for Optionees in Quebec

     

    The
parties acknowledge that it is their express wish that this Agreement, as well
as all documents, notices and legal proceedings entered into, given or
instituted pursuant hereto or relating directly or indirectly hereto, be drawn
up in English.

    


    Les parties reconnaissent avoir
exigé la rédaction en anglais de cette convention (“Agreement”), ainsi que de tous documents
exécutés, avis donnés et procédures judiciaries intentées, directement ou
indirectement, relativement à ou suite à la présente
convention.

    


    Data
Privacy Notice and Consent

    


    This
provision supplements the “Data Privacy” section of the Agreement:

    


    Grantee
hereby authorizes the Company and the Company’s representatives to discuss with
and obtain all relevant information from all personnel, professional or not,
involved in the administration and operation of the Plan.  Grantee
further authorizes the Company and any Subsidiary or Affiliate and the
administrator of the Plan to disclose and discuss the Plan with their
advisors.  Grantee further authorizes the Company and any Subsidiary
or Affiliate to record such information and to keep such information in
Grantee’s employee file.

     

     

    CHINA

    Exchange
Control Restrictions

     

    Grantee
understands and agrees that, due to exchange control laws in China, Grantee may
be required to immediately repatriate the proceeds from the sale of Stock and
any dividends received in relation to the Stock to China.  Grantee
further understands that such repatriation or proceeds and dividends may need to
be effected through a special exchange control account established by the
Company or a Subsidiary or Affiliate and Grantee hereby consents and agrees that
the proceeds from the sale of Stock and any dividends received may be
transferred to such special account prior to being delivered to Grantee’s
personal account.

     

    Furthermore,
Grantee agrees to immediately sell all Stock issued to Grantee at vesting or at
a later date (such as the Grantee’s termination of employment or service) if the
Company so requests to facilitate compliance with any applicable laws or
regulations in China.  Grantee also agrees that the Company may
instruct a brokerage firm holding the Stock issued to Grantee at vesting to
assist with the sale of such Stock (on Grantee’s behalf and at Grantee’s
direction pursuant to this authorization).  In event of such sale of
Stock, the proceeds of the sale of the Stock, less any Tax-Related Items and
broker’s fees or commissions, will be remitted to Grantee in accordance with
applicable exchange control laws and regulations.

     

     

    GERMANY

    There are
no country-specific provisions.

    
 

    IRELAND

    Director
Notification Requirements

     

    Directors
and secretaries of the Company’s Irish Subsidiary or Affiliate, who receive a
Restricted Stock Unit grant, vest in the Restricted Stock Units, acquire or sell
Stock received under the Plan must notify the Company’s Irish Subsidiary or
Affiliate in writing within five (5) business days of each such transaction in
securities or knowledge of such transaction.  This notification rule
applies as well to a shadow director (i.e., an individual who is
not on the board of the Irish company but who has sufficient control so that the
Board of Directors acts in accordance with the “directions or instructions” of
the individual) of the Subsidiary or Affiliate.

     

    If the
Grantee is a director of an Irish Subsidiary or Affiliate, the Restricted Stock
Units will be paid in newly issued shares of Stock only.  In no event
will the Restricted Stock Units be paid in treasury shares.  This
restriction also applies to a shadow director of the Irish Subsidiary or
Affiliate.

     

    Labor
Law Acknowledgement

     

    This
provision supplements the labor law acknowledgement contained in Grantee’s Award
Agreement:

     

    By
accepting this Award, Grantee acknowledges that he/she understands and agrees
that the benefits received under the Plan will not be taken into account for any
redundancy or unfair dismissal claim.

     

     

    JAPAN

    There are
no country-specific provisions.

     

    


    NETHERLANDS

    Notification
Regarding Prohibition against Insider Trading

     

    If
Grantee is a resident of the Netherlands, Dutch insider-trading rules may impact
the sale of Stock acquired at vesting of the Restricted Stock
Units.  In particular, Grantee may be prohibited from effectuating
certain Stock transactions if Grantee has insider information regarding the
Company.

    


    Below is
a discussion of the applicable restrictions.  Grantee is advised to
read the discussion carefully to determine whether the insider rules could apply
to Grantee.  If it is uncertain whether the insider rules apply, the
Company recommends that Grantee consult Grantee’s legal
advisor.  Please note that the Company cannot be held liable if
Grantee does not comply with the Dutch insider rules.  Grantee is
responsible for ensuring that Grantee complies with these rules.

    


    By
accepting the Restricted Stock Units, Grantee acknowledges that he/she has read
and understands this Notification and acknowledges that it is his/her
responsibility to comply with the Dutch insider trading rules, as discussed
herein.

    


    Prohibition
against Insider Trading

    


    Dutch
securities laws prohibit insider trading.  Under Article 46 of the Act
on the Supervision of the Securities Trade 1995, anyone who has “inside
information” related to the Company is prohibited from effectuating a
transaction in securities in or from the Netherlands.  “Inside
information” is knowledge of a detail concerning the issuer to which the
securities relate that is not public and which, if published, would reasonably
be expected to affect the Stock price, regardless of the development of the
price.  The insider could be any employee of the Company or its Dutch
Subsidiary or Affiliate who has inside information as described
above.

     

    Given the
broad scope of the definition of inside information, certain employees of the
Company working at its Dutch Subsidiary or Affiliate may have inside information
and thus, would be prohibited from effectuating a transaction in securities in
the Netherlands at a time when he or she had such inside
information.

     

    Labor
Law Acknowledgement

     

    This
provision supplements the labor law acknowledgment contained in Grantee’s Award
Agreement:

     

    By
accepting this grant of Restricted Stock Units, Grantee acknowledges that he/she
understands and agrees that: (1) Grantee’s rights under the Plan will terminate
after a period of one year where Grantee does not receive any compensation from
his/her employer, or earlier if Grantee has an employment agreement that ends
before the one-year period expires; and (2) the grant is being made to Grantee
as an incentive for Grantee to stay employed with Grantee’s current employer and
is not remuneration for services rendered.

     

     

    UNITED
KINGDOM

    Withholding Taxes


    


    This
provision supplements the “Taxes in Connection With the Grant or Vesting of the
Award” section of the Award Agreement:

    


    If
payment or withholding of the Tax-Related Items is not made within ninety (90)
days of the event giving rise to the Tax-Related Items, or such other period
specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions)
Act 2003 (the “Due Date”), the amount of any uncollected Tax-Related Items shall
constitute a full recourse loan owed by Grantee to Grantee’s Employer, effective
on the Due Date.  Grantee agrees that the loan will bear interest at a
fixed rate based on the market rate on the date the loan is made, and it will be
due and repayable to the Company or the Employer six months from the date the
loan is made.  Payment may be made by any of the means referred to in
the “Taxes in Connection With the Grant or Vesting of the Award” section of the
Award Agreement as long as any immature shares withheld do not exceed minimum
required tax withholding amounts.

    


    Notwithstanding
the foregoing, if Grantee is a director or executive officer of the Company
(within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of
1934, as amended), Grantee shall not be eligible for a loan from the Company to
cover the Tax-Related Items.  In the event that Grantee is a director
or executive officer and Tax-Related Items are not collected from or paid by
Grantee by the Due Date, the amount of any uncollected Tax-Related Items will
constitute a benefit to Grantee on which additional income tax and National
Insurance Contributions (“NICs”) will be payable.  Grantee understands
that Grantee will be responsible for reporting any income tax and NICs due on
this additional benefit directly to HM Revenue & Customs (“HMRC”) under
the self-assessment regime.

    


    National
Insurance Contributions

    


    As a
condition to the vesting of the Restricted Stock Units, Grantee agrees to accept
any liability for any secondary Class 1 NICs that may be payable by the Company
and/or the Employer with respect to the Due Date.  Grantee further
agrees that the Company and/or the Employer may collect the secondary Class 1
NICs by any of the means set out in Paragraph 2(f) above.  Finally,
Grantee agrees to execute a joint election with the Company and/or the Employer,
and any other consents or elections required to accomplish the above; if Grantee
fails to do so, the Restricted Stock Units shall become null and void without
liability to the Company, the local Employer and/or any Subsidiary (or
Affiliate) of the Company and Grantee will not be permitted to vest in the
Restricted Stock Units.